8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 9, 2010

CONVERGYS CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	1-4379	31-1598292
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
201 East Fourth Street Cincinnati, Ohio		45202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (513) 723-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 9, 2010, as described below, David F. Dougherty’s role as President and Chief Executive Officer, and as a member of the Board of Directors, of Convergys Corporation (the “Company”) terminated. Mr. Dougherty will remain an employee of the Company until March 1, 2010 in order to provide transition services. Subject to, and in accordance with, the terms of the Company’s Severance Pay Plan, the Company intends to provide Mr. Dougherty with severance payments and benefits consistent with a termination of his employment without cause under the Company’s Severance Pay Plan. In addition, the Company intends to permit Mr. Dougherty to exercise his stock options for one year following the termination of his employment. Otherwise, the Company intends to provide compensation and benefits in accordance with the terms of the applicable Company plans and arrangements.

(c) On February 9, 2010, the Company appointed Jeffrey H. Fox, age 47, as President and Chief Executive Officer of the Company. Mr. Fox is currently a member of the Board of Directors of the Company. He is a principal of The Circumference Group LLC (“Circumference Group”), which provides consulting and operations support services combined with investment capital to companies in the technology and telecommunications market, including the Company. Prior to joining Circumference Group, Mr. Fox served as the Chief Operating Officer of Alltel Corporation until 2009. Mr. Fox became a corporate officer of Alltel Corporation in 1996 and served as a Group President-Information Services and Group President-Shared Services prior to becoming Chief Operating Officer in 2007.

In connection with his appointment as Chief Executive Officer of the Company, Mr. Fox entered into an offer letter with the Company on February 9, 2010 (the “Offer Letter”). Under the Offer Letter, Mr. Fox will receive a base salary equal to $300,000 on an annualized basis. Effective as of his first date of employment, Mr. Fox received a grant of 84,000 salary stock units based on shares of the Company’s common stock. The salary stock units will vest in twelve equal monthly installments on the last day of each month commencing February 2010, subject to continued employment through the vesting date. In addition, effective as of his first date of employment, Mr. Fox received a grant of 300,000 fully vested stock options with a per share exercise price equal to $10.88 and a five-year term. Mr. Fox also received a grant of 25,000 fully vested restricted stock units based on the Company’s common stock effective as of his first date of employment that will be settled 30 days following the date of grant. The grants of salary stock units, stock options and restricted stock units are intended to be exempt from shareholder approval as “employment inducement awards” under Section 303A.08 of The New York Stock Exchange Listed Company Manual. Finally, the Offer Letter provides that Mr. Fox, in the sole discretion of the Board of Directors of the Company, may receive a performance-based grant of cash, shares or stock options with a value up to $1,000,000, based on the achievement of certain objectives as may be established by the Board of Directors of the Company.

The foregoing description of the Offer Letter is qualified in their entirety by reference to the Offer Letter filed with the Securities and Exchange Commission as Exhibit 10.1 hereto, which is incorporated by reference herein.

2

Since the beginning of the Company’s last fiscal year, Circumference Group, of which Mr. Fox owns 75% of the equity, has provided consulting and operations support services to the Company. For the period from December 8, 2009 through February 8, 2010, in consideration for such services, the Company will have paid Circumference Group approximately $692,304.

(e) The information included in Items 5.02(b) and (c) of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01. Other Events.

On February 10, 2010, the Company issued a press release announcing the appointment of Mr. Fox as President and Chief Executive Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein. In addition, a press release issued by the Company on February 12, 2010 discloses the material terms of Mr. Fox’s “employment inducement awards” of stock options, salary stock units and restricted stock units in accordance with the requirements of Section 303A.08 of the New York Stock Exchange Listed Company Manual. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

10.1	Offer Letter, dated as of February 9, 2010, between Convergys Corporation and Jeffrey Fox.
99.1	Press Release dated February 10, 2010.
99.2	Press Release dated February 12, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONVERGYS CORPORATION
By:	/s/ Karen R. Bowman
	Karen R. Bowman
	Senior Vice President, General Counsel and Corporate Secretary

Date: February 12, 2010

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EXHIBIT INDEX

Exhibit No.
10.1	Offer Letter, dated as of February 9, 2010, between Convergys Corporation and Jeffrey Fox.
99.1	Press Release dated February 10, 2010.
99.2	Press Release dated February 12, 2010.

EX-10.1

Exhibit 10.1

February 9, 2010

Mr. Jeffrey H. Fox

The Circumference Group

One Information Way

Suite 105

Little Rock, AR 72202

Re: Employment Offer

Dear Jeff:

This letter agreement (the “Agreement”) describes the terms and conditions of your employment with Convergys Corporation (the “Company”). The terms of this Agreement will remain in effect from the date of your execution of this Agreement through and including February 9, 2011, subject to earlier termination as described below.

Effective as of February 9, 2010 (the “Effective Date”), you will (i) be employed by the Company as President and Chief Executive Officer of the Company, with such authority, duties and responsibilities as are commensurate with such positions and as are customarily exercised by a person holding such positions in companies of the size and nature of the Company, (ii) report directly to the Board of Directors of the Company (the “Board”), (iii) serve as a member of the Board and (iv) perform your duties primarily at the Company’s headquarters in Cincinnati, Ohio. Notwithstanding the foregoing, for the avoidance of doubt, you will not be required to have your full time residence in Cincinnati, Ohio, although you will be required to spend a substantial amount of working time in Cincinnati, Ohio.

1. Your base salary during your employment will be a minimum of $25,000.00 per month, which equates to $300,000.00 on an annualized basis.

2. You will receive as of the Effective Date an inducement grant of 84,000 restricted stock units based on the Company’s common stock (the “Salary Stock Units”). Subject to your continued employment with the Company, 7,000 Salary Stock Units shall vest in full and be immediately settled on the last business day of each of the twelve months commencing February 2010. Upon your termination of employment for any reason, any unvested Salary Stock Units shall be immediately forfeited.

3. You will receive as of the Effective Date an inducement grant of 25,000 fully vested restricted stock units (“Restricted Stock Units”) based on shares of the Company’s common stock (“Common Stock”). The Restricted Stock Units shall be settled 30 days after the Effective Date.

4. You will receive as of the Effective Date an inducement grant of fully vested options to purchase 300,000 shares of the Company’s common stock (the “Stock Options”). The Stock Options shall have a five-year term and an exercise price

per share equal to the closing price of a share of Common Stock on the Effective Date. If your employment terminates for any reason, the Stock Options shall remain exercisable for two years following such termination of employment or, if shorter, the remaining term of the Stock Options.

5. As soon as practicable after the date hereof, the Company shall use its reasonable best efforts to take all actions necessary to register the shares of Common Stock underlying the Salary Stock Units, Restricted Stock Units and Stock Options.

6. You may, in the sole discretion of the Board, receive a performance based grant of cash, shares, or stock options with a value up to $1,000,000, based on achievement of certain objectives as may be established by the Board. The grant date for such award shall be determined by the Board in its sole discretion. However, it is anticipated that the determination of this award, if any, would occur upon your cessation as President and Chief Executive Officer at the Company or the extension of your employment.

7. Except as expressly provided hereunder, you will not be eligible to participate in any of the compensation and benefits plans, programs, policies and other arrangements of the Company and, so long as you serve as an employee of the Company, you shall receive no additional compensation for your service on the Board.

8. For so long as you remain employed with the Company, the Company shall provide you with temporary housing or a monthly housing allowance to be paid to you on the last business day of each month commencing February 2010 and otherwise reimburse you in accordance with the Company’s general expense policies. In addition, the Company shall reimburse you for use of your personal aircraft at a rate of $2200 per hour for business commute expenses up to 16 hours per month and for other reasonable business travel. Each month you shall submit a report to the Compensation Committee of the Board that describes your use of personal aircraft for business so that the Committee may review such usage for reasonableness. All reimbursements and in-kind benefits provided hereunder that constitute deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) shall be provided in accordance with the requirements of Section 409A, including that (i) no reimbursements under this Agreement shall be made later than the end of the calendar year following the calendar year in which the applicable expenses were incurred; (ii) the amount of in-kind benefits to be provided in any calendar year shall not affect the in-kind benefits to be provided in any other calendar year; (iii) your right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event shall the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than your remaining lifetime (or if longer, through the third anniversary of the Effective Date).

The Company may withhold from any amounts payable to you under this Agreement such United States federal, state or local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

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If it shall be determined by Deloitte LLP or such other nationally recognized accounting firm selected by you (the “Accounting Firm”) that the receipt of all payments and distributions by the Company to or for your benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (collectively the “Payments”) would subject you to tax under Section 4999 of the Code, a further determination shall be made by the Accounting Firm as to which would result in larger payments to you after paying all applicable taxes, including the tax under Section 4999: (A) to receive all of the Payments or (B) to receive the portion of all Payments that equals in the aggregate 2.99 times Executive’s “base amount” as determined under §280G(b)(3) of the Code (the “Safe Harbor Amount”). If the determination is that it would result in larger payments to you after paying all applicable taxes to receive all of the Payments, then all Payments shall be made to you in accordance with the terms of this Agreement. If the determination is that it would result in larger payments to you after paying all applicable taxes to receive the Safe Harbor Amount, then only the Safe Harbor Amount shall be paid to you in accordance with the terms of this Agreement. Any reduction in the Payments provided under this Agreement shall be made by first reducing the Restricted Stock Units, and then reducing the Stock Options.

If the Accounting Firm determines that Payments should be reduced to the Safe Harbor, the Company shall promptly give you notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Agreement shall be binding upon the Company and you and shall be made as soon as reasonably practicable and in no event later than five days following the change of control. For purposes of reducing the Agreement Payments to the Safe Harbor, only amounts payable under this Agreement (and no other Payments) shall be reduced. All fees and expenses of the Accounting Firm shall be borne solely by the Company.

As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for your benefit pursuant to this Agreement which should not have been so paid or distributed (“Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for your benefit pursuant to this Agreement could have been so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the amounts hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or you which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, you shall pay any such Overpayment to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by you to the Company if and to the extent such payment would not either reduce the amount on which you are subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than 60 days following the date on which the Underpayment is determined) by the Company to or for your benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code.

You agree to give Convergys 30 days’ advance, written notice of your decision to resign. The terms of this Agreement will terminate automatically effective as of your date of resignation or retirement.

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Any disputes between you and Convergys or its officers or agents regarding termination, change in position, an intentional tort, or harassment, retaliation, or discrimination based on local, state, or federal law will be subject to confidential, final and binding arbitration in Cincinnati, Ohio in accordance with the Federal Arbitration Act and/or applicable Ohio law and, to the extent not specified here, AAA rules. You and the Company waive our rights to a judge or jury trial in court, although you are permitted to file a charge with, and/or assist, an administrative agency like the Equal Employment Opportunity Commission. A claim must be made within six months of a party’s knowledge of the disputed matter or it is waived, and remedies are actual, compensatory, liquidated, and punitive damages, and attorney fees, but do not include reinstatement or promotion (for which front pay may be awarded instead). The Company will pay the arbitrator’s fees and expenses, but each party is responsible for their own attorneys’ fees, costs of witnesses, and evidence. Each side will limit discovery to two depositions, except that the arbitrator may permit additional discovery. Judgment upon the arbitration award may be entered in state or federal court. A termination or expiration of the terms of this Agreement will not affect the rights and obligations of the parties under this Agreement, the terms of which will survive termination and/or expiration of the terms of this Agreement.

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Your employment will be governed by Ohio law. Please indicate your acceptance of these terms by signing below and returning a copy to me by February 9, 2010. Both you and the Company have had sufficient time to review and consider this letter before signing below.

Very truly yours,
/s/ Philip Odeen
Name:	Philip Odeen
Title:	Chairman

Accepted and agreed:

/s/ Jeffrey H. Fox
Jeffrey H. Fox
Date:	2/9/10

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EX-99.1

Exhibit 99.1

CONVERGYS NEWS RELEASE

Convergys Names Jeff Fox President and CEO

(Cincinnati; February 10, 2010) — Convergys Corporation (NYSE: CVG), a global leader in relationship management, today announced that Jeff Fox, 47, has been named President and Chief Executive Officer. Fox has agreed to serve in this position for at least one year and will also remain on the Convergys Board. Fox, who has been a Convergys Board member since February 2009, and was previously Chief Operating Officer of Alltel Corporation, succeeds David F. Dougherty, 53. Dougherty will serve as a consultant to help facilitate a smooth transition.

Philip A. Odeen, Chairman of the Board, said, “Jeff Fox is a talented and proven leader with deep expertise and strong operational experience in the telecommunications and technology industries. Having worked with Jeff as a member of our Board for the past year, I am confident his values and priorities are closely aligned with the Board and our commitment to build a strong Convergys and deliver meaningful, long-term, shareholder value. The Board believes we need greater focus on effective execution, revenue growth, and improved profitability. The Board also believes now is the right time to have a new leader and we are extremely pleased Jeff has agreed to lead Convergys.”

Fox said, “Convergys is a solid company with a strong foundation in global relationship management that delivers excellent value for clients worldwide. I look forward to working closely with Convergys’ talented management team and employee base to leverage the Company’s strengths, provide outstanding service to clients, and enhance value for shareholders.”

Odeen continued, “On behalf of the Board, I want to acknowledge Dave Dougherty’s many valuable contributions to Convergys and its predecessor company. We thank him for his dedicated service and wish him well in his future endeavors.”

Dougherty said, “Convergys has made good progress in addressing its challenges in recent years, and I have confidence in Jeff’s leadership and the Company’s prospects. I want to thank my colleagues for their support and dedication over the last 20 years.”

During his 13-year tenure at Alltel, Fox held a number of leadership roles including Chief Operating Officer, where he was responsible for customer service, sales, marketing, IT, network operations, engineering, procurement, and operations support for its 14 million customers. Prior to becoming COO in 2007, Fox served as Alltel’s Group President-Shared Services for four years, where he supported the company’s wireline and wireless business. From 1996 to 2003, Fox served as Group President-Alltel Information Services for seven years, where he ran the company’s information services business which delivered software, professional services, and outsourcing to top-tier global financial institutions.

Before joining Alltel in 1996, Fox spent 12 years in investment banking at Stephens Inc. and Merrill Lynch. Currently, he is a principal of The Circumference Group, a firm that provides consulting and operations support services combined with investment capital to technology and telecommunications companies.

Convergys also reaffirms its 2010 earnings guidance that was provided on January 26, 2010. The Company continues to expect 2010 revenue of approximately $2.6 billion, earnings before interest, taxes, depreciation, and amortization (EBITDA) of $330 million to $360 million and earnings per diluted share of $1.05 to $1.20. In addition, the Company expects continued strong cash flow, including free cash flow exceeding $150 million plus an additional cash distribution from the Cellular Partnerships of approximately $40 million.

Not included in this full year guidance is the impact on earnings in the first quarter of approximately 5 cents per share for the cost of this management change.

Webcast Presentation

Convergys will host a webcast to discuss this announcement today at 9:00 AM, EST. The webcast will be available through the following link http://url2it.com/cdkn The webcast will also be available for replay through February 28, 2010.

Forward-Looking Statements Disclosure and “Safe Harbor” Note

This news release contains forward-looking statements that reflect Convergys’ expectations as of February 10, 2010. Actual results of Convergys could differ materially from those discussed herein. For us, particular uncertainties that could adversely or positively affect our future results include: the behavior of financial markets including fluctuations in interest or exchange rates; continued volatility and further deterioration of the capital markets; the impact of regulation and regulatory, investigative, and legal actions; strategic actions, including acquisitions and dispositions; future integration of acquired businesses; future financial performance of major industries which we serve; the loss of a significant client or significant business from a client; difficulties in completing a contract or implementing its provisions; and numerous other matters of national, regional, and global scale including those of the political, economic, business, and competitive nature. These uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements. Please refer to Convergys’ most recent news releases and filings with the SEC for additional information including risk factors. We do not undertake to update our forward-looking statements as a result of new information or future events or developments.

About Convergys

Convergys Corporation (NYSE: CVG) is a global leader in relationship management. We provide solutions that drive more value from the relationships our clients have with their customers and employees. Convergys turns these everyday interactions into a source of profit and strategic advantage for our clients.

For more than 30 years, our unique combination of domain expertise, operational excellence, and innovative technologies has delivered process improvement and actionable business insight to clients that now span many countries and languages.

Convergys has been voted a Fortune Most Admired Company for nine consecutive years. We have approximately 70,000 employees in 83 customer contact centers and other facilities in the United States, Canada, Latin America, Europe, the Middle East, and Asia, and our global headquarters in Cincinnati, Ohio. For more information, visit www.convergys.com

(Convergys and the Convergys logo are registered trademarks of Convergys Corporation.)

Contacts:

David Stein, Investor Relations

+1 513 723 7768 or investor@convergys.com

John Pratt, Corporate Public Relations

+1 513 723 3333 or john.pratt@convergys.com

Debbie Miller/Lesley Bogdanow

Sard Verbinnen & Co.

312 895-4700/212 687-8080

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EX-99.2

Exhibit 99.2

CONVERGYS NEWS RELEASE

Convergys Files 8K on Fox Appointment as President & CEO

(Cincinnati; February 12, 2010) — Convergys Corporation (NYSE: CVG), a global leader in relationship management, announced on February 10 that it had appointed Jeff Fox its President and Chief Executive Officer.

In accordance with the rules of the NYSE Euronext, Convergys announces that it issued to Mr. Fox, on February 9, 2010, a grant of 300,000 stock options, 84,000 salary stock units, and 25,000 restricted stock units. The stock options are fully vested, have an exercise price per share of $10.88 and a five year term. Mr. Fox will vest in 7,000 salary stock units each month for 12 months starting February 2010, subject to Mr. Fox’s continued employment. The restricted stock units are fully vested on the grant date.

The employment inducement awards were approved by the independent directors of the Convergys Board of Directors without shareholder approval as an “employee inducement” award under the NYSE Euronext rules for listed companies.

Convergys filed Form 8K on this matter earlier today with the U.S. Securities and Exchange Commission.

About Convergys

Convergys Corporation (NYSE: CVG) is a global leader in relationship management. We provide solutions that drive more value from the relationships our clients have with their customers and employees. Convergys turns these everyday interactions into a source of profit and strategic advantage for our clients.

For more than 30 years, our unique combination of domain expertise, operational excellence, and innovative technologies has delivered process improvement and actionable business insight to clients that now span many countries and languages.

Convergys has been voted a Fortune Most Admired Company for nine consecutive years. We have approximately 70,000 employees in 83 customer contact centers and other facilities in the United States, Canada, Latin America, Europe, the Middle East, and Asia, and our global headquarters in Cincinnati, Ohio. For more information, visit www.convergys.com

(Convergys and the Convergys logo are registered trademarks of Convergys Corporation.)

Contacts:

David Stein, Investor Relations

+1 513 723 7768 or investor@convergys.com

John Pratt, Corporate Public Relations

+1 513 723 3333 or john.pratt@convergys.com

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